Indemnification by Parent and the Surviving Corporation. Subject to the limitations set forth in Section 9.5 hereof, from and after the Effective Time, Parent and the Surviving Corporation, jointly and severally, will indemnify, defend and hold harmless each of the Company Stockholders, the Participating Rights Holders and each of their respective directors, officers, employees, representatives and other Affiliates, from and against any and all Damages related to or arising out of or in connection with any breach by Parent or Merger Sub of any representation, warranty, covenant, agreement, obligation, or undertaking made by Parent or Merger Sub in this Agreement (including any schedule or exhibit hereto), or any other agreement, instrument, certificate or other document delivered by or on behalf of Parent or Merger Sub in connection with this Agreement, the Merger or any of the other transactions contemplated hereby.
Indemnification by Parent and the Surviving Corporation. Parent and the Surviving Corporation shall jointly and severally indemnify and hold harmless each Stockholder Group Member from and against any and all Loss and Expense incurred by such Stockholder Group Member in connection with or arising from:
11.2.1 any breach or failure to perform, or any third party claim that if successful would constitute a breach or failure to perform, by Parent or the Surviving Corporation of any of their respective agreements, covenants or obligations in this Agreement or in any Parent Ancillary Agreement; or
11.2.2 any breach, or any third party claim that if successful would constitute a breach, of any warranty or the inaccuracy, or any third party claim that if successful would constitute an inaccuracy, of any representation or warranty of Parent or Mergerco contained or referred to in this Agreement (including any misrepresentation or warranty in, or omission from, any Schedule, Exhibit, statement, certificate, report or other document furnished or to be furnished by or on behalf of Parent or Mergerco pursuant hereto).
Indemnification by Parent and the Surviving Corporation. Parent and the Surviving Corporation will indemnify and hold harmless the Stockholders and their respective officers, directors, agents, attorneys, employees, stockholders, successors, heirs, legatees and assigns, and each person, if any, who controls or may control any Stockholder within the meaning of the Securities Act (hereinafter referred to individually as a “Stockholder Indemnitee” and collectively as “Stockholder Indemnitees”) from and against any and all Damages arising out of:
(i) any breach of any of the representations, warranties, covenants and agreements given or made by Parent or Merger Sub in this Agreement, or any Exhibit or Schedule to this Agreement or certificate or other document or instrument delivered in connection with this Agreement; or
(ii) any liabilities of the Surviving Corporation after the Effective Time with respect to the ownership, use or operation of the Surviving Corporation after the Effective Time.
Indemnification by Parent and the Surviving Corporation. (a) From and after the Closing, Parent and the Surviving Corporation will, jointly and severally, hold harmless and indemnify each Company Stockholder and its Affiliates and each of their respective officers, directors, employees, successors and assigns (collectively, the “Company Stockholder Indemnified Parties” and, together with the Parent Indemnified Parties, the “Indemnified Parties”) from and against any and all Losses to the extent arising out of or resulting from:
(i) any breach of or inaccuracy in any representation or warranty made by Parent or Merger Sub pursuant to Article IV or the certificates delivered by Parent and Merger Sub pursuant to Section 6.1(e)(i); or
(ii) any breach of covenant or agreement made by Parent or Merger Sub under this Agreement that was to be performed by Parent or Merger Sub at or prior to the Closing.
(b) Notwithstanding anything to the contrary in this Agreement, the right to indemnification under this Section 8.3 is subject to the following limitations; provided, however, that none of the limitations set forth in this Article VIII shall apply in the case of fraud by or on behalf of Parent or Merger Sub:
(i) Parent and the Surviving Corporation shall not have any obligation to indemnify any Company Stockholder Indemnified Party from and against any Losses arising out of breaches or inaccuracies indemnified under Section 8.3(a)(i) (other than as a result of a breach of or inaccuracy in a Parent Fundamental Representation) until the Company Stockholder Indemnified Parties have suffered aggregate Losses by reason of such breaches or inaccuracies in excess of the Minimum Amount, at which point the full amount of all Losses of the Company Stockholder Indemnified Parties shall be recoverable from the first dollar of Loss. For the avoidance of doubt, the Company Stockholder Indemnified Parties’ right to indemnification under Section 8.3(a)(i) as a result of a breach of or inaccuracy in a Parent Fundamental Representation shall not be subject to the Minimum Amount.
(ii) The maximum amount which the Company Stockholder Indemnified Parties may recover arising out of breaches or inaccuracies described in Section 8.3(a)(i) (other than as a result of a breach of or inaccuracy in a Parent Fundamental Representation) shall be the Cap. For the avoidance of doubt, the Company Stockholder Indemnified Parties’ right to indemnification under Section 8.3(a)(i) as a result of a breach of or inaccuracy in a Parent Fundamental Representatio...
Indemnification by Parent and the Surviving Corporation. Subject to the other terms of this Article 9, from and after the Closing, Parent and the Surviving Corporation shall indemnify and hold each of the Securityholders and the Shareholders’ Agent and their respective officers, directors, employees and Affiliates (each, a “Seller Indemnified Person” and collectively the “Seller Indemnified Persons”) harmless from all Damages incurred by them based upon, arising out of, or otherwise in respect of or that may be incurred by virtue of or result from (as determined by an order of a court of competent jurisdiction or by written agreement of Parent and the Shareholders’ Agent): (i) the inaccuracy in or breach of any representation and warranty made by Parent or Merger Sub in Article 4, or in any certificate delivered by Parent or Merger Sub hereunder; (ii) any non-fulfillment or breach of any pre-Closing covenant made by Parent or Merger Sub in this Agreement; or (iii) any non-fulfillment or breach of any post-Closing covenant made by Parent or the Surviving Corporation in this Agreement. The Securityholders are intended third party beneficiaries of this Subsection 9.1(c), and the Shareholders’ Agent shall have the right to enforce the provisions of this Subsection 9.1(c) on behalf of the Securityholders.
Indemnification by Parent and the Surviving Corporation. (a) Subject to the limitations set forth in Section 9.5 hereof, from and after the Effective Time, Parent and the Surviving Corporation, jointly and severally, will indemnify, defend and hold harmless each of the Company Shareholders, the Participating Rights Holders and each of their respective directors, officers, employees, representatives and other Affiliates (each such Indemnified Person a “Rights Holder Indemnitee”), from and against any and all Damages related to or arising out of or in connection with any breach by Parent or Merger Sub of any representation, warranty, covenant, agreement, obligation, or undertaking made by Parent or Merger Sub in this Agreement (including any schedule or exhibit hereto), or any other agreement, instrument, certificate or other document delivered by or on behalf of Parent or Merger Sub in connection with this Agreement, the Merger, or any of the other transactions contemplated hereby.
(b) At all times after the Effective Time, each Company Shareholder and Participating Rights Holder shall be entitled to rely as third-party beneficiaries on the mutual promises of Parent and Merger Sub pursuant to this Agreement and the Escrow Agreement.
Indemnification by Parent and the Surviving Corporation. Parent and the Surviving Corporation, jointly and severally, agree that they will indemnify, defend, protect and hold harmless Stockholders, their respective heirs, executors, assigns and personal representatives, at all times from and after the date of this Agreement from and against all liabilities, claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, losses costs and expenses whatsoever (including specifically, but without limitation, court costs, reasonable attorneys' fees and expenses and reasonable expenses of investigation) whether equitable or legal, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent arising out of occurrences after the date hereof, incurred as a result of or incident to: (i) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties set forth herein, or in the Schedules or certificates attached hereto or delivered pursuant hereto by Parent or Buyer; (ii) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of Buyer or Parent made in this Agreement; (iii) the operation of Company after the Closing Date (other than Stockholder indemnification matters set forth herein); and (iv) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (i) or (ii) of this Section 12.4 had been satisfied.
Indemnification by Parent and the Surviving Corporation. Subject to the limitations set forth in this Article 9, from and after the Closing, the Parent Indemnifying Persons shall indemnify and hold each of the Securityholders and the Stockholders’ Representative and their respective officers, directors, agents, representatives, attorneys, employees and Affiliates (each, a “Seller Indemnified Person” and collectively the “Seller Indemnified Persons”) harmless from all Damages incurred by them based upon, arising out of, or otherwise in respect of or that may be incurred by virtue of or result from (i) the inaccuracy in or breach of any representation and warranty made by Parent or Merger Sub in this Agreement (including all schedules and exhibits hereto), or in any certificate delivered by Parent or Merger Sub hereunder; (ii) any non-fulfillment or breach of any covenant made by Parent or Merger Sub in this Agreement; (iii) enforcing the indemnification provided for hereunder; (iv) any claim or suit brought against any of the Seller Indemnified Persons at any time on or after the Closing Date relating to actions taken (or omissions) by Parent or Company on or after the Closing Date other than any claim or action by Parent pursuant to Section 9.1(b).
Indemnification by Parent and the Surviving Corporation. Subject to the provisions and conditions of this Article XI, Parent and the Surviving Corporation (the "Indemnifying Party") shall, jointly and severally, indemnify, defend and hold harmless each Stockholder (collectively, "Indemnitees," and each individually, an "Indemnitee") from and against all Damages asserted against, imposed upon or incurred by the Indemnitees or any Indemnitee, resulting from, relating to or arising out of any breach of any representation, warranty or agreement of Parent or the Surviving Corporation contained in or made pursuant to this Agreement, the Ancillary Agreements or any agreement, contract or instrument required to be executed by Parent or the Surviving Corporation pursuant to this Agreement, the Ancillary Agreements or the transactions contemplated thereby.
Indemnification by Parent and the Surviving Corporation. From and after the Effective Time, Parent and the Surviving Corporation shall save, defend, indemnify and hold harmless the Indemnifying Shareholders, the Consenting Optionholders and their Affiliates and the respective Representatives, successors and assigns of each of the foregoing from and against any and all Losses asserted against, incurred, sustained or suffered by any of the foregoing as a result of, arising out of or relating to:
(a) any Breach of any representation or warranty made by Parent or Merger Sub contained in this Agreement or any Operative Document or any schedule, certificate or other similar document delivered pursuant hereto or thereto (for purposes of determining Losses under this Section 8.3(a), without giving effect to any limitations or qualifications as to materiality, or Material Adverse Effect); and
(b) any Breach of any covenant or agreement by Parent or Merger Sub contained in this Agreement or any Operative Document or any schedule, certificate or other similar document delivered pursuant hereto or thereto.
